Form 10-12G/A American Picture House

Some
of the statements contained in this registration statement on Form 10 of American Picture House Corporation (hereinafter the “Company,”
“APHP,” “we,” “us” or “our”) discuss future expectations, contain projections of our
plan of operation or financial condition or state other forward-looking information. In this registration statement, forward-looking
statements are generally identified by the words such as “anticipate,” “plan,” “believe,” “expect,”
“estimate” and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could
cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown
risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements.
The forward-looking information is based on various factors and is derived using numerous assumptions. A reader should not place undue
reliance on these forward-looking statements, which apply only as of the date of this registration statement. Important factors that
may cause actual results to differ from projections include, for example:

Readers
are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof.
We believe the information contained in this Form 10 to be accurate as of the date hereof. Changes may occur after that date. We will
not update that information except as required by law in the normal course of our public disclosure practices.

Additionally,
the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial
statements and related notes included in this Form 10.

Business
Overview

American
Picture House Corporation aka American Picture House Pictures plans to be a premiere entertainment company with a focus on feature
films, limited series, and content-enhancing technologies. APHP is managed by astute financiers and supported by seasoned creatives.
To date, the Company has provided general consulting services to entertainment industry-based clients. These clients were interested
in our entertainment industry expertise and general business knowledge. The services provided included the strategy, development, and
procurement of materials including; business plans, financial projections, and corporate marketing materials for the entertainment industry.
The Company has refocused its efforts and will no longer be providing these services to independent clients. Going forward, APHP
plans to partner with filmmakers, showrunners, content developers and strategic technology partners to develop, package, finance, and
produce high-quality feature films and television shows with broad-market appeal. The Company’s management, Board of Directors
and advisors have had relationships with major studios due to many of them having worked within the entertainment industry
on many films and shows in a variety of specialties including: writing, producing, directing, casting, sales, and licensing. Although
these relationships have not yet yielded results to APHP to date, the Company anticipates it will be able to access these relationships
to benefit the Company in its future endeavors.

The
Company intends to specialize in mid-budgeted productions where more than 100% of the budget can be collateralized by a films’
or shows’ intellectual property (‘IP”), unsold licensing sales projections, pre-sold licensing contracts,
incentive agreements, tax rebates, and grants. The Company’s management and advisors will use these assets to limit risk and guarantee
greater profitability. The IP (e.g., the book rights, script, screenplay, etc.) of a particular film or show usually has a quantifiable
value, especially if such IP was written by a recognized author or by a WGA (“Writers Guild of America”) writer and further
enhanced by the addition of competent producers, proven directors and directors of photography, and talented actors. While the IP itself
has value, the previously mentioned elements plus the addition of factors like choosing favorable filming locales to film in (that provide
monetary and/or tax incentives) and formulating lean budgets, enable third party financiers to quantify a films’ or shows’
value and this quantifiable-value can be utilized to secure additional equity investors and or be utilized to secure loans. Through the
development of a strong package, APHP can limit its overall financial exposure, mitigate financial risk, and reduce the equity required
from the Company to produce a film or show Loans and additional equity, are usually only secured for films that have a package that has
strong elements and additional factors; therefore, a reduction in equity combined with third-party participation also is expected to
increase profitability to the Company.

The Company will strive to become synonymous with creative ability, financial sophistication,
and leading-edge technology. The Company has optioned IP with the intent to co-finance and co-produce feature films and limited series
shows.

Filmmaking
Stages and Our Strategy

To
understand our business strategy, it is useful to think of filmmaking in five stages – often with different teams involved at different
stages:

Our
Strategy to Build Value

Our
business strategy is to purchase and/or option “entertainment properties” (e.g., book rights, screenplays, scripts,
etc.). that have had some level of financial investment in the development stage before we acquire the entertainment property
where the initial owner or development team decided to stop development for financial or other reasons after making a substantial investment
in development. For this investment, we may share with the original team rights to revenue from the acquired entertainment properties.
This strategy will allow the Company to reduce our initial cash outlay when acquiring intellectual properties, allows us to allocate
more funds in moving the entertainment property up the filmmaking chain, gives us assistance and goodwill from the original development
team, and reduces our financial risks.

Our
strategy requires us to make an informed assessment that our management team has the ability to move the script forward where the initial
team failed while allowing APHP to capitalize on the initial investment.

We
seek to build value in our entertainment properties by many means, including the following:

Organizational
Structure

At
present, the Company has no employees. We do, however, utilize the services of consultants. The Company is managed by its officers. Bannor
Michael MacGregor is the CEO, A. John Luessenhop, Jr. is the President, Donald J. Harris is the Secretary, Daniel Hirsch is the Treasurer,
and James H. Hayne is the Assistant Treasurer and the Assistant Secretary, all report to a Board of Directors. At present, only Bannor
Michael MacGregor is under a Consulting Agreement.

Our
Offices

The
Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.

The
following overview concerns the intellectual property matters of our Company.

Intellectual
properties and other proprietary rights are important to our business and can provide us with a competitive advantage. While the Company
uses reasonable efforts to protect its trade and business secrets, the Company cannot assure that its employees, consultants, contractors,
or advisors will not, unintentionally, or willfully, disclose the Company’s trade secrets to competitors or other third parties.
In addition, courts outside the United States are sometimes less willing to protect trade secrets. We periodically review third-party
proprietary rights, including copywriting and copywriting applications, in an effort to avoid infringement on third-party proprietary
rights and protect our own, identify licensing or partnership opportunities and monitor the intellectual property claims of others. Any
infringement of the Company’s proprietary rights could result in significant litigation costs, and any failure to adequately protect
could result in the Company’s competitors offering similar products, potentially resulting in loss of a competitive advantage and
decreased revenue.

Existing
copyright, trademark, and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect
the Company’s proprietary rights to the same extent as do the laws of the United States. Litigation may be necessary in the future
to protect the Company’s trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation
could result in substantial costs and diversion of resources and could materially adversely affect the Company’s future operating
results.

We
own a portfolio of intellectual properties including the following screenplays: APHP owns 100% of the following titles and maintains
copyrights at the U.S. Copyright Office:

APHP
also own a portion of the beneficial ownership to the feature film BUFFALOED. The Company maintains a CAMA (Cash Asset
Management Account) agreement with Fintage Collection Account Management, B.V. (a global film and television rights company that
operates collection services) which collects licensing revenue streams worldwide from distributors on behalf of either a film or
show which are then allocated to the respective CAMA participants, the beneficial owners of the film or show. APHP owns fifty
percent (50%) of the IP of the feature film titled BUFFALOED and thirty five percent
(35%) of the revenues generated from the
CAMA.

Additionally,
APHP solely maintains option rights to:

While
we consider our intellectual properties to be assets, we do not believe that our competitive position is dependent primarily on our entertainment properties or that our operations are dependent upon any single Entertainment Property. We nevertheless face intellectual property-related
risks. For more information on these risks, see “Risk Factors.”

Competition

Our
business operates in highly competitive markets. We compete with companies within the film and media business, but ultimately our competition
includes all businesses that complete for consumer entertainment dollars, including travel, sporting events, outdoor recreation and
other cultural related activities.

Entertainment
competitors include the major film and television studios, numerous independent motion picture and television production companies, television
networks, pay television services and digital media platforms.

The
scope of the competition extends beyond consumer dollars to competing to acquire rights to literary and film properties, the services
of performing artists, directors, producers and other creative and technical personnel and production financing, all of which are essential
to the success of our entertainment businesses.

In
addition, our motion pictures will compete for audience acceptance and exhibition outlets with motion pictures produced and distributed
by other companies. Likewise, we face significant competition from independent distributors as well as major studios. As a result, the
success of any of our business is dependent not only on the quality and acceptance of a particular project, but also on the quality and
acceptance of other competing content released into the marketplace at or near the same time as well as on our ability to license and
produce content for the networks that is adequate in quantity and quality and will generate satisfactory subscriber levels.

Given
such competition, we will attempt to operate with a different business model than others. We plan to emphasize a lower cost structure,
risk mitigation, reliance on financial partnerships and innovative financial strategies. Our cost structures will be designed to utilize
our flexibility and agility as well as the entrepreneurial spirit of our employees, partners and affiliates, in order to provide creative
entertainment content to serve diverse audiences worldwide.

Many
of our anticipated competitors, such as those listed below, have substantially greater financial, technical, and other resources and
larger, more established marketing, sales and distribution systems than we have. Our success will depend, in part, on our ability to
develop our intellectual properties in a timely manner, achieve market acceptance of our future products, gain name recognition and a
positive reputation in the film industry, and establish successful marketing, sales and distribution efforts.

2AM
is a Los Angeles & New York based production and management company that specializes in supporting
work from auteur driven filmmakers and talent. The company was founded in 2020 by Christine D’souza Gelb, David Hinojosa, and Kevin
Rowe, and was launched in strategic partnership with A24 Films LLC, the Oscar-winning studio behind films such as EVERYTHING
EVERYWHERE ALL AT ONCE and MOONLIGHT, as well as the hit TV series EUPHORIA. Their
website is: www.2am.com.

Utopi
is a film distribution and sales company that specializes in independent and documentary cinema. With
a “filmmaker first” approach, Utopia focuses on creating new theatrical and digital distribution opportunities, improving
the direct-to-consumer experience, and helping filmmakers maintain a global presence. Co-founded by filmmaker Robert Schwartzman and
Cole Harper in 2018, Utopia has since launched technology platform Altavod, which gives filmmakers more control, higher marketing
ROI, and stronger data collection tools than other platforms; and Utopia Originals, a division dedicated to the development, packaging,
and sales of original film and television content. Their
website is: www.utopiadistribution.com.

XTR
is a premium global nonfiction entertainment studio. With a focus on audience appeal and a commitment
to artistry, the award-winning studio works with outstanding creators to produce, distribute, finance, and develop films, series, and
podcasts. XTR has a world-class production facility, XTR Studios, on the Eastside of Los Angeles that includes production and post-production
facilities, a sound stage, and recording studio. Since its inception in 2019, XTR has produced and financed over 80 documentaries, including
THEY CALL ME MAGIC, on AppleTV+; MTV Documentary Films Oscar-nominated ASCENSION; and the Emmy and Peabody award-winning
76 DAYS. In 2021, XTR launched DOCUMENTARY+, an AVOD platform and FAST channel that brings the best in nonfiction film and television
to over 80 million households in the U.S and nearly every country globally. Their
website is: https://www.xtr.com/.

Employees

At
present, the Company has no employees. We do, however, utilize the services of consultants. The Company is managed by its officers.
Bannor Michael MacGregor is the CEO, A. John Luessenhop, Jr. is the President, Donald J. Harris is the Secretary, Daniel Hirsch is the
Treasurer, and James H. Hayne is the Assistant Treasurer and the Assistant Secretary, all report to a Board of Directors. At present,
only Bannor Michael MacGregor is under a Consulting Agreement.

Smaller
Reporting Company

The
Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available
to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of
audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”,
these exemptions will continue to be available to us.

Corporate
History

American
Picture House Corporation was incorporated in Nevada on September 21, 2005 under the name Servinational, Inc. The Company subsequently
changed its name to Shikisai International, Inc. in November 2005 and then to Life Design Station, Intl., Inc. in August 2007. The Company
changed its state of domicile from Nevada to Wyoming on October 13, 2020. On December 4, 2020, the Company changed its name to American
Picture House Corporation.

The
Board of Directors approved a 50:1 reverse stock split that became effective in the marketplace on October 11, 2021.

Following
the reverse stock split, on September 13, 2021, the Company adopted an amendment to the Company’s Articles of Incorporation to
reduce the number of authorized shares from 4,700,000,000 shares of Common Stock at $0.0001 par value to 1,000,000,000 shares of Common
Stock at $0.0001 par value.

As
of October 11, 2023, the Company has 1,001,000,000 shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred
shares.

Common
Shares – As of October 11, 2023 APHP has 1,000,000,000 common shares authorized of which 107,740,991 shares issued and
outstanding. As of October 11, 2023 the total number of shareholders of record was 308. All common shares are entitled to participate
in any distributions or dividends that may be declared by the Board of Directors, subject to any preferential dividend rights of outstanding
shares of preferred shares.

Preferred
Shares – As of October 11, 2023 the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have
been designated as Series A Convertible Preferred Stock (“Series A preferred shares” herein). At present, 3,829 Series A
preferred shares are issued and outstanding. The Series A preferred shares do not have any rights to dividends; voting – each share of
Series A preferred shares carries a superior voting right to the Company’s common shares, each Series A preferred share shall be
counted as 1,000,000 votes in any Company vote. Each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each
one share of Series A preferred shares may be exchanged for 100,000 common shares. Series A preferred shares hold a first position lien
against all of the Company’s assets including but not limited to the Company’s IP (“Intellectual Property”).
The Preferred shares do not have any specific redemption rights or sinking fund provisions.

Voting
Control – Our Chief Executive Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 31,532,737
shares of common stock, which controls 29.27.% of the outstanding common voting shares. Mr. MacGregor is the owner of 100% of the Company’s
3,829 shares of issued and outstanding Series A preferred stock. The Company’s Series A preferred shares have voting rights equal
to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,860,532,737 shares of common stock, representing
98.1% of voting rights,

An
investment in our common shares involves a high degree of risk. You should carefully consider the risks described below together with
all of the other information included in this prospectus before making an investment decision. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial,
may become important factors that harm our business, results of operations and financial condition. If any of the following risks actually
occurs, our business, results of operations and financial condition could suffer. In that case, the trading price of our common shares
could decline, and you may lose all or part of your investment.

Risks
Related to Our Company

We
have had losses, and we cannot assure future profitability.

We
have reported operating losses for fiscal years 2021, 2022, and the first and second quarters of 2023. Our accumulated deficit was approximately
$4.1 million at June 30, 2023. We cannot assure you we will continue to operate profitably, and if we cannot, we may not be able
to meet our debt service, working capital requirements, capital expenditure plans, anticipated production slate or other cash needs.
Our inability to meet those needs could have a material adverse effect on our business, results of operations and financial conditions.

We
face substantial capital requirements and financial risks.

Our
business requires a substantial investment of capital. The production, acquisition and distribution of motion pictures require a
significant amount of capital. A significant amount of time may elapse between our expenditure of funds and the receipt of commercial
revenues from or government contributions to our motion pictures. This time lapse requires us to fund a significant portion of our capital
requirements from our revolving credit facility and from other sources. Although we intend to continue to reduce the risks of our production
exposure through financial contributions from broadcasters, distributors, tax shelters, government and industry programs and studios,
we cannot assure you that we will continue to implement successfully these arrangements or that we will not be subject to substantial
financial risks relating to the production, acquisition, completion and release of future motion pictures and television programs. If
we increase (through internal growth or acquisition) our production slate or our production budgets, we may be required to increase overhead,
make larger up-front payments to talent and consequently bear greater financial risks. Any of the foregoing could have a material adverse
effect on our business, results of operations or financial condition.

Budget
overruns may adversely affect our business. Our business model requires that we be efficient in production of our motion pictures.
Actual motion picture and television production costs often exceed their budget, sometimes significantly. The production, completion
and distribution of motion pictures and television productions are subject to a number of uncertainties, including delays and increased
expenditures due to creative differences among key cast members and other key creative personnel or other disruptions or events beyond
our control. Risks such as death or disability of star performers, technical complications with special effects or other aspects of production,
shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather conditions may cause cost
overruns and delay or frustrate completion of a production. If a motion picture or television production incurs substantial budget overruns,
we may have to seek additional financing from outside sources to complete production. We cannot make assurances regarding the availability
of such financing on terms acceptable to us, and the lack of such financing could have a material adverse effect on our business, results
of operations and financial condition.

In
addition, if a motion picture production incurs substantial budget overruns, we cannot assure you that we will recoup these costs, which
could have a material adverse effect on our business, results of operations or financial condition. Increased costs incurred with respect
to a particular film may result in any such film not being ready for release at the intended time and the postponement to a potentially
less favorable time, all of which could cause a decline in box office performance, and thus the overall financial success of such film.
Budget overruns could also prevent a picture from being completed or released. Any of the foregoing could have a material adverse effect
on our business, results of operations and financial condition.

Production
costs and marketing costs are rising at a faster rate than increases in either domestic admissions to movie theatres or admission ticket
prices, leaving us more dependent on other media, such as home video, television and foreign markets, and new media. If we cannot successfully
exploit these other media, it could have a material adverse effect on our business, results of operations or financial condition.

Our
revenues and results of operations may fluctuate significantly.

Revenues
and results of operations are difficult to predict and depend on a variety of factors. Our revenues and results of operations depend
significantly upon the commercial success of the motion pictures that we distribute, which cannot be predicted with certainty. Accordingly,
our revenues and results of operations may fluctuate significantly from period to period, and the results of any one period may not be
indicative of the results for any future periods. We cannot assure you that we will manage the production, acquisition and distribution
of future motion pictures profitably.

Our
revenues and results of operations are vulnerable to currency fluctuations. We report our revenues and results of operations in U.S.
dollars, but a significant portion of our revenues is earned outside of the United States. currencies on revenues and operating margins,
and fluctuations could have a material adverse effect on our business, results of operations or financial condition.

From
time to time we may experience currency exposure on distribution and production revenues and expenses from foreign countries, which could
have a material adverse effect on our business, results of operations and financial condition.

Accounting
practices used in our industry may accentuate fluctuations in operating results. In addition to the cyclical nature of the entertainment
industry, our accounting practices (which are standard for the industry) may accentuate fluctuations in our operating results.

Failure
to manage future growth may adversely affect our business.

We
may not be able to obtain additional funding to meet our requirements. Our ability to grow through acquisitions, business combinations
and joint ventures, to maintain and expand our development, production and distribution of motion pictures and to fund our operating
expenses depends upon our ability to obtain funds through equity financing, debt financing (including credit facilities) or the sale
or syndication of some or all of our interests in certain projects or other assets. If we do not have access to such financing arrangements,
and if other funding does not become available on terms acceptable to us, there could be a material adverse effect on our business, results
of operations or financial condition.

We
are subject to risks associated with acquisitions and joint ventures. We have made or entered into, and will continue to pursue,
various acquisitions, business combinations and joint ventures intended to complement or expand our business. Given that discussions
or activities relating to possible acquisitions range from private negotiations to participation in open bid processes, the timing of
any such acquisition is uncertain. Although from time to time we actively engage in discussions and activities with respect to possible
acquisitions and investments, we have no present agreements or understandings to enter into any such material transaction. Any indebtedness
incurred or assumed in any such transaction may or may not increase our leverage relative to our earnings before interest, provisions
for income taxes, amortization, minority interests, gain on dilution of investment in subsidiary and discounted operation, or EBIDTA,
or relative to our equity capitalization, and any equity issued may or may not be at prices dilutive to our then existing shareholders.
We may encounter difficulties in integrating acquired assets with our operations. Furthermore, we may not realize the benefits we anticipated
when we entered into these transactions. In addition, the negotiation of potential acquisitions, business combinations or joint ventures
as well as the integration of an acquired business could require us to incur significant costs and cause diversion of management’s
time and resources. Future acquisitions by us could also result in:

Any
of the foregoing could have a material adverse effect on our business, results of operations or financial condition.

Our
ability to exploit our filmed content library may be limited.

A
significant portion of our filmed content library revenues comes from a small number of titles. We depend on a limited number of
titles for the majority of the revenues generated by our filmed and television content library. In addition, many of the titles in our
library are not presently distributed and generate substantially no revenue. If we cannot acquire new product and rights to popular titles
through production, distribution agreements, acquisitions, mergers, joint ventures or other strategic alliances, it could have a material
adverse effect on our business, results of operations or financial condition.

We
are limited in our ability to exploit a portion of our filmed content library. Our rights to the titles in our filmed content library
vary; in some cases we have only the right to distribute titles in certain media and territories for a limited term. We cannot assure
you that we will be able to renew expiring rights on acceptable terms, and any such failure could have a material adverse effect on business,
results of operations or financial condition.

Our
success depends on external factors in the motion picture industry.

Our
success depends on the commercial success of motion pictures which is unpredictable. Operating in the motion picture and television
industry involves a substantial degree of risk.

Each
motion picture is an individual artistic work, and unpredictable audience reactions primarily determine commercial success. Generally,
the popularity of our motion pictures or programs depends on many factors, including the critical acclaim they receive, the format of
their initial release, for example, theatrical or direct-to-video, the actors and other key talent, their genre and their specific subject
matter. The commercial success of our motion pictures also depends upon the quality and acceptance of motion pictures that our competitors
release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure
activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may
change. We cannot predict the future effects of these factors with certainty, any of which factors could have a material adverse effect
on our business, results of operations and financial condition.

In
addition, because a motion picture’s performance in ancillary markets, such as home video and pay and free television, is often
directly related to its box office performance or television ratings, poor box office results or poor television ratings may negatively
affect future revenue streams. Our success will depend on the experience and judgment of our management to select and develop new investment
and production opportunities. We cannot make assurances that our motion pictures will obtain favorable reviews or ratings, that our motion
pictures will perform well at the box office or in ancillary markets or that broadcasters will license the rights to broadcast any of
our television programs in development or renew licenses to broadcast programs in our library. The failure to achieve any of the foregoing
could have a material adverse effect on our business, results of operations and financial condition.

Licensed
distributors’ failure to promote our programs may adversely affect our business. Licensed distributors’ decisions regarding
the timing of release and promotional support of our motion pictures and related products are important in determining the success of
these pictures and products. As with most companies engaging in licensed distribution, we do not control the timing and manner in which
our licensed distributors distribute our motion pictures. Any decision by those distributors not to distribute or promote one of our
motion pictures or related products or to promote competitors’ motion pictures, programs or related products to a greater extent
than they promote ours could have a material adverse effect on our business, results of operations or financial condition.

We
could be adversely affected by strikes or other union job actions. The motion picture and television programs produced by us generally
employ actors, writers and directors who are members of the Screen Actors Guild, Writers Guild of America and Directors Guild of America,
respectively, pursuant to industry-wide collective bargaining agreements.

We
face substantial competition in all aspects of our business.

We
are smaller and less diversified than many of our competitors. Although we are an independent distributor and producer, we constantly
compete with major U.S. and international studios. Most of the major U.S. studios are part of large diversified corporate groups with
a variety of other operations, including television networks and cable channels, that can provide both means of distributing their products
and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture
and television operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts
created by third parties as well as for actors, directors and other personnel required for production. The resources of the major studios
may also give them an advantage in acquiring other businesses or assets, including film libraries, that we might also be interested in
acquiring. The foregoing could have a material adverse effect on our business, results of operations and financial condition.

The
motion picture industry is highly competitive and at times may create an oversupply of motion pictures in the market. The number
of motion pictures released by our competitors, particularly the major U.S. studios, may create an oversupply of product in the market,
reduce our share of box office receipts and make it more difficult for our films to succeed commercially. Oversupply may become most
pronounced during peak release times, such as school holidays and national holidays, when theatre attendance is expected to be highest.
For this reason, and because of our more limited production and advertising budgets, we typically do not release our films during peak
release times, which may also reduce our potential revenues for a particular release. Moreover, we cannot guarantee that we can release
all of our films when they are otherwise scheduled. In addition to production or other delays that might cause us to alter our release
schedule, a change in the schedule of a major studio may force us to alter the release date of a film because we cannot always compete
with a major studio’s larger promotion campaign. Any such change could adversely impact a film’s financial performance. In
addition, if we cannot change our schedule after such a change by a major studio because we are too close to the release date, the major
studio’s release and its typically larger promotion budget may adversely impact the financial performance of our film. The foregoing
could have a material adverse effect on our business, results of operations and financial condition.

Technological
advances may reduce our ability to exploit our motion pictures. The entertainment industry in general and the motion picture industry
in particular continue to undergo significant technological developments, including video-on-demand. This rapid growth of technology
combined with shifting consumer tastes could change how consumers view our motion pictures and television programs. For example, an increase
in video-on-demand could decrease home video rentals. Other larger entertainment distribution companies will have larger budgets to exploit
these growing trends. We cannot predict how we will financially participate in the exploitation of our motion pictures and television
programs through these emerging technologies or whether we have the right to do so for certain of our library titles. If we cannot successfully
exploit these and other emerging technologies, it could have a material adverse effect on our business, results of operations or financial
condition.

The
loss of key personnel could adversely affect our business.

Our
success depends to a significant degree upon the efforts, contributions and abilities of our senior management. We cannot assure you
that the services of our key personnel will continue to be available to us or that we will be able to successfully renegotiate such employment
agreements. The loss of services of any key employees could have a material adverse effect on our business, results of operations or
financial condition.

We
face risks from doing business internationally.

We
distribute motion picture outside the United States through third party licensees and derive revenues from these sources. As a result,
our business is subject to certain risks inherent in international business, many of which are beyond our control. These risks include:

Any
of these factors could have a material adverse effect on our business, results of operations or financial condition.

Protecting
and defending against intellectual property claims including those against copyright infringement may have a material adverse effect
on our business.

Our
ability to compete depends, in part, upon successful protection of our intellectual property. We do not have the financial resources
to protect our rights to the same extent as major studios. We attempt to protect proprietary and intellectual property rights to our
productions through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies
in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only
limited practical protection in certain countries. We also distribute our products in other countries in which there is no copyright
and trademark protection. As a result, it may be possible for unauthorized third parties to copy and distribute our productions or certain
portions or applications of our intended productions, which could have a material adverse effect on our business, results of operations
or financial condition.

Litigation
may also be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity
and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result
in substantial costs and the diversion of resources and could have a material adverse effect on our business, results of operations or
financial condition. We cannot assure you that infringement or invalidity claims will not materially adversely affect our business, results
of operations or financial condition. Regardless of the validity or the success of the assertion of these claims, we could incur significant
costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have
a material adverse effect on our business, results of operations or financial condition.

Piracy
of motion pictures, including digital and internet piracy, may reduce the gross receipts from the exploitation of our films.

Motion
picture piracy is extensive in many parts of the world, including South America, Asia, the countries of the former Soviet Union and other
former Eastern bloc countries. Additionally, as motion pictures begin to be digitally distributed using emerging technologies such as
the internet and online services, piracy could become more prevalent, including in the U.S., because digital formats are easier to copy.
As a result, users can download and distribute unauthorized copies of copyrighted motion pictures over the internet. In addition, there
could be increased use of devices capable of making unauthorized copies of motion pictures. As long as pirated content is available to
download digitally, many consumers may choose to download such pirated motion pictures rather than pay for motion pictures. Piracy of
our films may adversely impact the gross receipts received from the exploitation of these films, which could have a material adverse
effect on our business, results of operations or financial condition.

We
face other risks in obtaining production financing from private and other international sources. For some productions, we finance
a portion of our production budgets from incentive programs as well as international sources in the case of our international treaty
co-productions. The foregoing could have a material adverse effect on our business, results of operations or financial condition.

Risks
Related to the Company’s Common Shares

An
active, liquid and orderly market for the Company’s Common Shares may not develop, and you may not be able to resell your Common
Shares at or above the purchase price.

APHP’s
common shares are quoted on the OTC Pink. An active trading market for the Company’s Common Shares has not developed and may never
develop or be sustained. The lack of an active market may impair an investor’s ability to sell its shares at the time it wishes
to sell them or at a price that it considers reasonable. An inactive market may also impair the Company’s ability to raise capital
by selling shares and may impair the Company’s ability to acquire other businesses or technologies using the Company’s shares
as consideration, which, in turn, could materially adversely affect the Company’s business.

Our common shareholders face the risk of substantial potential
dilution of their equity and voting rights from holders of our Series A preferred shares.

All common shares are entitled to one vote per
share, and participate in any distributions or dividends that may be declared by the Board of Directors. As of October 11, 2023, the
Company has 1,000,000,000 common shares authorized of which 107,740,991 shares are issued and outstanding. As of October 11, 2023 the
Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated as Series A Convertible Preferred
Stock (“Series A preferred shares” herein). At present, 3,829 Series A preferred shares are issued and outstanding, and no
other preferred shares have been designated or issued. The Series A preferred shares do not have any rights to dividends; however, each
share of Series A preferred shares carries a superior voting right to the Company’s common shares: each Series A preferred share
shall be counted as 1,000,000 votes in any Company vote. Further, each Series A preferred share is convertible at a ratio of 1 to 100,000
so that each one share of Series A preferred shares may be exchanged for 100,000 common shares. Series A preferred shares also hold a
first position lien against all of the Company’s assets including but not limited to the Company’s intellectual property.
The Preferred shares do not have any specific redemption rights or sinking fund provisions. Hence, the current holder (our Chief Executive
Officer and Chairman of the Board of Directors, Bannor Michael MacGregor) of the 3,829 Series A preferred shares that are currently issued
and outstanding, has the ability to control the election of Board members and other Company matters that require shareholder votes. Further,
Mr. MacGregor has the ability to convert his 3,829 Series A preferred shares into 382,900,000 common shares, thereby retaining control
of the Company for the foreseeable future even without owning the Series A preferred shares.

Our Chief Executive Officer and Chairman
of the Board of Directors holds a significant percentage of our outstanding voting securities, which could reduce the ability of minority
shareholders to effect certain corporate actions.

Our Chief Executive Officer and Chairman of the board
of Directors, Bannor Michael MacGregor, is the beneficial owner of 31,532,737 shares of common stock, which controls 29.27%
of the outstanding common voting shares. Mr. MacGregor is the owner of 100% of the Company’s 3,829 shares of issued
and outstanding Series A preferred stock. The Company’s Series A preferred shares have voting rights equal to 1,000,000 votes per
each one share. As such, Mr. MacGregor has voting rights equal to 3,860,532,737 shares of common stock, representing 98.1 %
of voting rights, and thus control of any item brought before shareholders requiring a vote. As a result of this ownership, Mr. MacGregor
possesses and can continue to possess significant influence and can elect and can continue to elect a majority of our Board of Directors
and authorize or prevent proposed significant corporate transactions. Mr. MacGregor’s ownership and control may also have the effect
of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage
a potential acquirer from making a tender offer.

There exists the potential risk and conflict of
interest presented by the ability of Mr. MacGregor to retain majority control of the Company’s voting power while reducing, potentially
significantly, his economic interest in the Company’s shares. Although Mr. MacGregor may be able to sell his entire economic interest
in the Company’s common stock, Mr. MacGregor would retain control over the company by maintaining his Series A preferred shares.

The
trading price of the shares of the Company’s Common Shares could be highly volatile, and purchasers of the Company’s Common
Shares could incur substantial losses.

The
Company’s shares price is likely to be volatile. The shares market in general has experienced extreme volatility that has often
been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell
their Common Shares at or above their purchase price. The market price for the Company’s Common Shares may be influenced by those
factors discussed in this “Risk Factors” section and many others, including:

APHP
does not currently intend to pay dividends on its Common Shares, and, consequently, investors’ ability to achieve a return on their
investment will depend on appreciation, if any, in the price of the Company’s Common Shares.

American
Picture House has never declared or paid any cash dividend on its Common Shares. APHP currently anticipates that it will retain future
earnings for the development, operation and expansion of the Company’s business and does not anticipate declaring or paying any
cash dividends for the foreseeable future. Any return to shareholders will therefore be limited to the appreciation of their shares.
There is no guarantee that the Company’s Common Shares will appreciate in value or even maintain the price at which shareholders
have purchased their shares.

Sales
of a substantial number of shares of the Company’s Common Shares by the Company’s shareholders in the public market could
cause the Company’s shares price to fall.

Sales
of a substantial number of the Company’s Common Shares in the public market or the perception that these sales might occur could
significantly reduce the market price of the Company’s Common Shares and impair the Company’s ability to raise adequate capital
through the sale of additional equity securities.

If
the Company fails to maintain proper and effective internal control over financial reporting, the Company’s ability to produce
accurate and timely financial statements could be impaired, investors may lose confidence in the Company’s financial reporting
and the trading price of the Company’s Common Shares may decline.

Pursuant
to Section 404 of Sarbanes-Oxley, the Company’s management is required to report upon the effectiveness of the Company’s
internal control over financial reporting. Additionally, if the Company reaches an accelerated filer threshold, the Company’s independent
registered public accounting firm will be required to attest to the effectiveness of the Company’s internal control over financial
reporting. The rules governing the standards that must be met for management to assess the Company’s internal control over financial
reporting are complex and require significant documentation, testing and possible remediation. To comply with the requirements of being
a reporting company under the Exchange Act, the Company will need to upgrade its information technology systems; implement additional
financial and management controls, reporting systems and procedures; and hire additional accounting and finance staff. If the Company
or, if required, its auditors are unable to conclude that the Company’s internal control over financial reporting is effective,
investors may lose confidence in the Company’s financial reporting and the trading price of the Company’s Common Shares may
decline.

The
Company cannot assure its investors that there will not be material weaknesses or significant deficiencies in the Company’s internal
control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit
the Company’s ability that its internal control over financial reporting is effective, or if the Company’s independent registered
public accounting firm determines the Company has a material weakness or significant deficiency in the Company’s internal control
over financial reporting once that firm begin its Section 404 reviews, investors may lose confidence in the accuracy and completeness
of the Company’s financial reports, the market price of the Company’s Common Shares could decline, and the Company could
be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in the
Company’s internal control over financial reporting, or to implement or maintain other effective control systems required of public
companies, could also restrict the Company’s future access to the capital markets to accurately report its financial condition,
results of operations or cash flows. The Company intends to hire additional personnel to improve internal controls.

Our
Chief Executive Officer and Chairman of the Board of Directors holds a significant percentage of our outstanding voting securities, which
could reduce the ability of minority shareholders to effect certain corporate actions.

Our
Chief Executive Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 31,532,737 shares
of common stock, which controls 29.27% of the outstanding common voting shares. Mr. MacGregor is the owner of 100% of the Company’s
3,829 shares of issued and outstanding Series A preferred stock. The Company’s Series A preferred shares have voting rights equal
to 1,000,000 votes per each one share. As such, Mr. MacGregor has voting rights equal to 3,860,532,737 shares of common stock
and thus control of any item brought before shareholders requiring a vote. As a result of this ownership, Mr. MacGregor possesses and
can continue to possess significant influence and can elect and can continue to elect a majority of our Board of Directors and authorize
or prevent proposed significant corporate transactions. Mr. MacGregor’s ownership and control may also have the effect of delaying
or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential
acquirer from making a tender offer.

There
exists the potential risk and conflict of interest presented by the ability of Mr. MacGregor to retain majority control of the Company’s
voting power while reducing, potentially significantly, his economic interest in the Company’s shares. Although Mr. MacGregor may
be able to sell his entire economic interest in the Company’s common stock, Mr. MacGregor would retain control over the company
by maintaining his Series A preferred shares.

Risks
Related to our Management and Control Persons

Our
largest shareholder, officer, and director, Bannor Michael MacGregor, holds substantial control over the Company and is able to influence
all corporate matters, which could be deemed by shareholders as not always being in their best interests.

Bannor
Michael MacGregor, Chairman and CEO, holds substantial control over the Company. As a result, Mr. MacGregor, could have significant influence
over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate
transactions, even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing
a change of control of our company that other stockholders may view as beneficial. Mr. MacGregor controls 29.27% of the Company’s
common shares. Additionally, Mr. MacGregor owns 3,829 Series A Preferred Shares that have voting rights equivalent to 3,829,000,000
common shares.

We
are dependent on the continued services of our Chairman and CEO, and our President, and if we fail to keep them or fail to attract and
retain qualified senior executives and key technical personnel, our business may not be able to expand.

We
are dependent on the continued services of Chairman/CEO, Bannor Michael MacGregor and President, A. John Luessenhop, Jr., and the availability
of new executives to implement our business plans. The market for skilled employees is highly competitive, especially for employees in
our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees required
for us to be successful, there can be no assurance that we will be able to retain all our key employees or a sufficient number to execute
our plans, nor can there be any assurance we will be able to continue to attract new employees as required.

Our
lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

In
the future we may be subject to litigation, including potential class action and shareholder derivative actions. Risks associated with
legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of
time. While we do have D&O insurance it may not be sufficient in the case of litigation.

Our
Officers and Key Personnel may voluntarily terminate their relationship with us at any time, and competition for
qualified personnel is lengthy, costly, and disruptive.

If
we lose the services of our officers and key personnel and fail to replace them if they depart, we could experience a negative effect
on our financial results and shares price. The loss and our failure to attract, integrate, motivate, and retain additional key employees
could have a material adverse effect on our business, operating and financial results and shares price.

Risks
Relating to Our Company and Industry

The
success of our business depends on our ability to maintain and enhance our reputation and brand.

We
believe that our reputation in our industry is of significant importance to the success of our business. A well-recognized brand is critical
to increasing our customer base and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain
competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive.
To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective
marketing campaigns to increase brand recognition and awareness in a highly competitive market. We cannot assure you, however, that these
activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and
brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could
be adversely affected.

In
the event that we are unable to successfully compete in our industry, we may not see lower profit margins

We
face substantial competition in our industry. Due to our smaller size, it can be assumed that some of our competitors have greater financial
and other competitive resources. We will attempt to compete against these competitors by developing film content that exceed what is
offered by our competitors. However, we cannot assure you that our intellectual properties will outperform competing films. Increased
competition could result in:

Any
one of these results could adversely affect our business, financial condition, and results of operations. In addition, our competitors
may develop competing products that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire
significant market share. Our inability to achieve sales and revenue due to competition will have an adverse effect on our business,
financial condition, and results of operations.

If
we are unable to successfully manage growth, our operations could be adversely affected.

Our
progress is expected to require the full utilization of our management, financial and other resources. Our ability to manage growth effectively
will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit,
train and manage personnel. There can be no absolute assurance that management will be able to manage growth effectively.

If
we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions
in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability
to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to
meet increased demand for our services and platform. Our failure to properly manage the growth that we or our industry might experience
could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business,
our cash flow and results of operations, and our reputation with our current or potential customers.

We
may fail to successfully integrate acquisitions or otherwise be unable to benefit from pursuing acquisitions.

We
believe there are meaningful opportunities to grow through acquisitions and joint ventures across all service categories and we expect
to continue a strategy of selectively identifying and acquiring intellectual properties. We may be unable to identify, negotiate, and
complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully
integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of
the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:

The
elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence
of indemnification rights to our directors, officers and employees may result in substantial expenditures by our Company and may discourage
lawsuits against our directors, officers, and employees.

Our
Articles of Incorporation contain provisions that mitigate the liability of our directors for monetary damages to our Company and shareholders.
Our Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under
our agreements with our directors, officers, and employees. The foregoing indemnification obligations could result in our Company incurring
substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may be unable
to recoup. These provisions and resulting costs may also discourage our Company from bringing a lawsuit against directors, officers,
and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders
against our directors, officers, and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.

The
following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial
statements and the notes to those financial statements that are included elsewhere in this Form 10. Our discussion includes forward-looking
statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions.
Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as
a result of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form
10.

General

American
Picture House Corporation plans to be a premiere entertainment company with a focus on feature films, limited series, and content-enhancing
technologies. APHP is managed by astute financiers and supported by seasoned creatives. The Company plans to partner with top filmmakers,
showrunners, content developers, and strategic technology partners to develop, package, finance, and produce high-quality feature films
and shows with broad-market appeal. The Company’s management and advisors have relationships with major studios, Streamers, leading
talent agencies, and proven foreign sales companies, which will empower the Company to offer A-list creatives (and convincing up-and-comers)
the opportunity to partner with a financier/producer that values passion and imagination and understands profitability. The Company
plans to specialize in mid-budgeted productions where more than 100% of the budget can be collateralized by a film’s or show’s
intellectual property (‘IP”), unsold licensing sales projections, pre-sold licensing contracts, incentive agreements, tax
rebates, and grants. The Company’s management and advisors will use these assets to limit risk and guarantee greater profitability.
The Company will strive to become synonymous with creative ability, financial sophistication, and leading-edge technology. The Company
has optioned IP with the intent to co-finance and co-produce feature films and limited series shows. The Company intends to embrace the
ever-evolving technologies that service the industry including innovative artificial intelligence (“AI”) tools and models.

Our
ability to generate any revenue sufficient to achieve profitability will depend on the successful development, production, and distribution
of motion pictures. We reported a net loss of approximately $448,000 for the six months ended June 30, 2023 and net losses of $86,000
and $506,000 for the years ended December 31, 2022 and 2021, respectively. As of June 30, 2023, we had an accumulated deficit of approximately
$4.1 million. We expect to continue to incur significant expenses and increasing operating losses until we begin receiving revenue from
the distribution of our film properties. We expect that our expenses and capital expenditures will increase substantially in connection
with our ongoing activities including, but not limited to the following:

Over
the next twelve months management plans to use borrowings and the sale of Common Stock to mitigate the effects of cash flow deficits;
however, no assurance can be given that debt or equity financing, if and when required, will be available on commercially reasonable
terms.

Components
of Our Results of Operations

Revenue

The
Company’s revenue comes from contracts with customers for consulting services and from the licensing and distribution of film and
other entertainment rights. The Company accounts for a contract with a customer when there is an enforceable contract between the Company
and the customer, the rights of the party are identified, the contract has economic substance, and collectability of the contract is
considered probable.

Cost
of Revenues

Cost
of revenues includes only those costs directly related to the services being rendered. A majority of the consulting services were performed
by management and members of the Board of Directors with no separate compensation due or payable to these individuals.

Operating
Expenses

General
and Administrative Expenses

General
and administrative expenses consist primarily of salaries and personnel-related costs, including stock-based compensation, for our executives
and other administrative functions. General and administrative expenses include legal fees, accounting, auditing, consulting, and tax
services; insurance costs; investor relations and transfer agent fees; travel expenses; and facility costs.

We
anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support our continued
research activities and development of our product candidates. We also anticipate that we will incur increased accounting, audit, legal,
regulatory, compliance, director and officer insurance, and investor and public relations expenses associated with operating as a public
company.

Other
Income (Expense)

Interest
Income. Interest income consists of interest earned on our cash balances.

Interest
Expense. Interest expenses consist of interest on the Company’s Economic Injury Disaster Loan (“EIDL”);
credit cards, and related party debt.

Bad
Debt Expense. Bad debt expense reflects amounts recorded as a reserve for accounts receivable where management had subsequently determined
collectability is uncertain or improbable.

Income
Taxes

Since
our inception, we have not recorded any income tax benefits for the net losses we have incurred or for the research and development tax
credits earned in each year and interim period, as we believe, based upon the weight of available evidence, that it is more likely than
not that all of our net operating loss carry forwards and tax credit carryforwards will not be realized.

Results
of Operations

Three
Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

The
following table summarizes our results of operations for the three months ended June 30, 2023 and 2022:

Revenues
and Cost of Revenues

During
the three months ended June 30, 2023 and 2022, the Company did not report any revenues or cost of revenues. The Company’s revenue
comes from contracts with customers for consulting services and from the licensing and distribution of film and other entertainment rights.

General
and Administrative Expenses

General
and administrative expenses for the three months ended June 30, 2023 were approximately $395,000 compared to approximately $140,000 for
the three months ended June 30, 2022. The increase of approximately $256,000 in general and administrative expenses relates to accounting,
auditing, and legal professional fees decrease in salaries and personnel-related costs and increased travel expenses and approximately
$194,000 of bad debt expense. The customer that owes APH approximately $194,000 advised the Company in June 2023 that their Managing
Director resigned and that the customer ceased operations. Consequently, in the second quarter of 2023 management established an allowance
for this receivable and subsequently determined that the monies due were uncollectable and therefore was written off. As we transition
to a public company, we expect general and administrative costs to increase in future periods.

Other
Income (Expense)

Interest
Income. Interest income for the three months ended June 30, 2023 and 2022 was minimal and consisted of interest earned on invested
cash balances.

Interest
Expense. Interest expense for the three months ended June 30, 2023 and 2022 was approximately $2,000 and $2,000, respectively, and
was primarily related to our Economic Injury Disaster Loan (“EIDL”) and working capital loan.

Liquidity
and Capital Resources

During
the second quarter of 2023, the Company sold 3,333,328 shares of Common Stock at $0.15 per share to new investors resulting in
total proceeds of $500,000. $40,166 of the $500,000 is reported as a subscription receivable as of June 30, 2023 and was subsequently
collected in July 2023.

We
had an accumulated deficit of approximately $4.1 million, incurred a net loss of approximately $395,000, and had cash outflows from operations
of approximately $188,000 as of and for the three months ended June 30, 2023. Further, we expect to continue to incur significant costs
in the pursuit of our business plans. We cannot assure you that our plans to raise capital or to complete our film development and production
activities will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Since
our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable
future as we develop and produce feature films. To date, we have funded our operations with proceeds from sales of Common Stock
and borrowings from related parties under promissory notes. As of June 30, 2023, we had cash and cash equivalents of approximately $266,000.

Operating
Activities

During
the three months ended June 30, 2023, operating activities used approximately $188,000 of cash, primarily resulting from our net loss
of approximately $395,000, partially offset by non-cash charges and changes in our operating assets and liabilities of $207,000.

During
the three months ended June 30, 2022, operating activities used approximately $20,000 of cash, primarily resulting from our net loss
of approximately $141,000, partially offset by non-cash charges and changes in our operating assets and liabilities of approximately
$121,000.

Investing
Activities

During
the three months ended June 30, 2023 and 2022, investing activities were not significant.

Financing
Activities

During
the three months ended June 30, 2023, net cash provided by financing activities was approximately $437,000 including approximately $460,000
of proceeds from the sale of Common Stock partially offset by net repayments of $23,000 on related party borrowings.

During
the three months ended June 30, 2022, net cash provided by financing activities was $0.

Six
Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

The
following table summarizes our results of operations for the six months ended June 30, 2023 and 2022:

Revenues
and Cost of Revenues

During
the six months ended June 30, 2023 and 2022, the Company had revenues of approximately $169,000 and $0, respectively. The Company’s
revenue comes from contracts with customers for consulting services and from the licensing and distribution of film and other entertainment
rights.

General
and Administrative Expenses

General
and administrative expenses for the six months ended June 30, 2023 were approximately $579,000 compared to approximately $207,000 for
the six months ended June 30, 2022. The increase of approximately $372,000 in general and administrative expenses relates to accounting,
auditing, and legal professional fees, decrease in salaries and personnel-related costs and increased travel expenses and approximately
$194,000 of bad debt expense. The customer that owes APH approximately $194,000 advised the Company in June, 2023 that their
Managing Director resigned and that the customer ceased operations. Consequently, in the second quarter of 2023 management established
an allowance for this receivable and subsequently determined that the monies due were uncollectable and therefore was written off. As
we transition to a public company, we expect general and administrative costs to increase in future periods.

Other
Income (Expense)

Interest
Income. Interest income for the six months ended June 30, 2023 and 2022 was approximately $2,000 and $0, respectively, and consisted
of interest earned on invested cash balances.

Interest
Expense. Interest expense for the six months ended June 30, 2023 and 2022 was approximately $4,000 and $4,000, respectively, and
was primarily related to our Economic Injury Disaster Loan (“EIDL”) and working capital loan.

Liquidity
and Capital Resources

During
the first half of 2023, the Company sold 3,333,328 shares of Common Stock at $0.15 per share to new investors resulting in total
proceeds of $500,000. $40,166 of the $500,000 is reported as a subscription receivable as of June 30, 2023 and was subsequently collected
in July 2023.

We
had an accumulated deficit of approximately $4.1 million, incurred a net loss of approximately $448,000, and had cash outflows from operations
of approximately $318,000 as of and for the six months ended June 30, 2023. Further, we expect to continue to incur significant costs
in the pursuit of our business plans. We cannot assure you that our plans to raise capital or to complete our film development and production
activities will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Since
our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable
future as we develop and produce feature films. To date, we have funded our operations with proceeds from sales of Common Stock
and borrowings from related parties under promissory notes. As of June 30, 2023, we had cash and cash equivalents of approximately $266,000.

Operating
Activities

During
the six months ended June 30, 2023, operating activities used approximately $318,000 of cash, primarily resulting from our net
loss of approximately $448,000, partially offset by non-cash charges and changes in our operating assets and liabilities of $318,000.

During
the six months ended June 30, 2022, operating activities used approximately $62,000 of cash, primarily resulting from our
net loss of approximately $210,000, partially offset by non-cash charges and changes in our operating assets and liabilities of approximately
$149,000.

Investing
Activities

During
the six months ended June 30, 2023 and 2022, investing activities were not significant.

Financing
Activities

During
the six months ended June 30, 2023, net cash provided by financing activities was approximately $562,000 including approximately $460,000
of proceeds from the sale of Common Stock and net related party borrowings of $103,000.

During
the six months ended June 30, 2022, net cash provided by financing activities was approximately $47,000 resulting from net related
party borrowings.

Results
of Operations

Year
Ended December 31, 2022 Compared to Year Ended December 31, 2021

The
following table summarizes our results of operations for the years ended December 31, 2022 and 2021:

Revenues

During
the years ended December 31, 2022 and 2021, the Company reported consulting revenues of approximately $461,000 and $0, respectively.
The Company’s revenue comes from contracts with customers for consulting services and from the licensing and distribution of film
and other entertainment rights.

Cost
of Revenues

Cost
of revenues for the years ended December 31, 2022 and 2021, were approximately $132,000 and $0, respectively, and consist of those costs
directly related to the services being rendered. A majority of the consulting services were performed by management and members of the
Board of Directors.

General
and Administrative Expenses

General
and administrative expenses for the year ended December 31, 2022, were approximately $409,000, compared to approximately $492,000
for the year ended December 31, 2021. The net decrease of approximately $82,000 in general and administrative expenses
primarily relates to the 2021 period including approximately $366,000 of bad debt expense while the 2022 period included approximately
$284,000 of increased accounting, auditing, and legal professional fees and increased
travel expenses. We expect to see further increases as we grow our operations in future periods.

Other
Income (Expense)

Interest
Income. Interest income for the years ended December 31, 2022 and 2021 was approximately $2,000 and $0, respectively, and consisted
of interest earned on invested cash balances.

Interest
Expense. Interest expense for the years ended December 31, 2022 and 2021 was approximately $8,000 and $14,000, respectively, and
was primarily related to our Economic Injury Disaster Loan (“EIDL”) and working capital loan.

Liquidity
and Capital Resources

As
indicated in the accompanying financial statements, we had an accumulated deficit of approximately $3.7 million, incurred a net loss
of approximately $86,000 and cash inflows from operations of approximately $5,000 as of and for the year ended December 31, 2022. Further,
we expect to continue to incur significant costs in the pursuit of our business plans. We cannot assure you that our plans to raise capital
or to complete our film development and production activities and commercially release our products will be successful. These factors,
among others, raise substantial doubt about our ability to continue as a going concern.

Since
our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable
future as we advance the preclinical and, if successful, the clinical development of our programs. To date, we have funded our operations
with proceeds from sales of Common Stock and borrowings under convertible promissory notes. As of December 31, 2022, we had cash
and cash equivalents of $32,000.

Operating
Activities

During
the year ended December 31, 2022, operating activities provided approximately $5,000 of cash, primarily resulting from our net loss of
approximately $86,000, partially offset by non-cash charges of approximately $25,000 and net cash provided by changes in our operating
assets and liabilities of $66,000.

During
the year ended December 31, 2021, operating activities used approximately $179,000 of cash, primarily resulting from our net loss of
approximately $506,000, partially offset by non-cash charges of approximately $370,000 and net cash provided by changes in our operating
assets and liabilities of $43,000.

Investing
Activities

During
the year ended December 31, 2022, net cash used by financing activities was approximately $121,000, related to film production.

During
the year ended December 31, 2021, net cash used by financing activities was $0.

Financing
Activities

During
the year ended December 31, 2022, net cash provided by financing activities was approximately $46,500, consisting primarily of related
party working capital borrowings under a promissory note.

During
the year ended December 31, 2021, net cash provided by financing activities was approximately $278,000, consisting primarily of $128,000
related party working capital borrowings under a promissory note and proceeds of $149,900 from an Economic Injury Disaster Loan (“EIDL”)
secured loan with the U.S. Small Business Administration.

Funding
Requirements

We
expect our expenses to increase substantially in connection with our ongoing film development and production activities. In addition,
transition from the OTC markets to an SEC registrant will increase our reporting and compliance cost.

Until
such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of equity
offerings and debt financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities,
the ownership interests of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other
preferences that adversely affect the rights of such stockholders. Debt financing and preferred equity financing, if available, may involve
agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making
acquisitions or capital expenditures, or declaring dividends.

Critical
Accounting Policies and Significant Judgments and Estimates

Our
financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of
our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates
on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates
under different assumptions or conditions.

While
our significant accounting policies are described in more detail in Note 2 to our financial statements, we believe that the following
accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Use
of Estimates

The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial
statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable
to these financial statements, the most significant estimates and assumptions include (i.) determining the need for an allowance for
doubtful accounts (ii.) impairment of long-lived assets; (iii.) deferred income taxes and (iv.) measurement of the fair value of equity
awards.

Off-Balance
Sheet Arrangements

During
the periods presented, we did not have and we do not currently have any significant off-balance sheet arrangements, as defined in the
rules and regulations of the SEC.

Working
Capital Loan

During
the three months ended June 30, 2023 and the years ended December 31, 2022 and 2021, the Company borrowed approximately $125,000, $115,000,
and $259,000, respectively, from Michael MacGregor, the Company’s CEO & President and Board member to meet working capital
requirements. During 2022, the Company agreed to exchange $299,401 in debt obligations to Mr. MacGregor and relief from two of the Company’s
legal services providers in exchange for equity in the form of 3,000,000 common shares valued at $0.10 per share for an equivalent aggregate
value of $300,000. The transaction enabled the Company to retire $231,901 of debt due and owing to Mr. MacGregor and $67,500 of accrued
legal fees.

Thu
Company also repaid approximately $69,000 of this related party debt in 2022. During 2021, the Company issued 3,829 shares of Series
A Preferred Stock to Mr. MacGregor as payment in full for: (a) repayment of loans from an affiliate comprised of principal of
$539,084 and accrued interest of $30,197 (combined $569,281) and (b) a shareholder assuming the loan payable to a note payable to an
affiliate comprised of principal of $186,637 and accrued interest of $9,871 (combined $196,508). In aggregate, $765,789 of loans and
accrued interest were converted to 3,829 shares of Series A Preferred Stock.

[The
above summary of our Working Capital Loan is qualified in its entirety by reference to the full text of the Business Loan Agreements
and the related Promissory Notes with respect to the Working Capital Loan which are filed as exhibits to the registration statement of
which this filing].

Accounts
Receivable – Accounts receivable primarily consist of trade receivables due from customers for consulting services and
from fees derived from licensing of IP to content providers worldwide.

Going
Concern

The
accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business.

Management
evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated
financial statements are issued and determined. The Company’s ability to continue as a going concern is dependent on the Company’s
ability to generate increased revenues and raise capital within one year from the date of filing.

Over
the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however,
no assurance can be given that debt or equity financing, if and when required, will be available.

Off-Balance
Sheet Arrangements

We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to shareholders.

The
Company maintains three virtual offices in New York, NY, Raleigh, NC, and Los Angeles, CA.

The
following table sets forth certain information known to us regarding beneficial ownership of our capital shares as of October 11,
2023, for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to
be the beneficial owner of more than five percent (5%) of our capital shares.

Common
Shares